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the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
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Item
1.01 Entry into a Material Definitive Agreement.

Amended
and Restated Term Promissory Notes

On
January 24, 2017, Cachet Financial Solutions, Inc. (the “Company”) entered into an Amended and Restated Term Promissory
Note with James L. Davis, a director of the Company (“Mr. Davis”), pursuant to which the Company and Mr. Davis agreed
to consolidate certain notes due to Mr. Davis totaling $896,243, including accrued but unpaid interest thereon, into a single
note due April 30, 2018. The note is unsecured and bears interest at a rate of 7% per annum, with all principal and accrued interest
due and payable at the close of business on April 30, 2018.

On
January 24, 2017, the Company entered into an Amended and Restated Term Promissory Note with Michael J. Hanson, a director of
the Company (“Mr. Hanson”), pursuant to which the Company and Mr. Hanson agreed to consolidate certain notes due to
Mr. Hanson totaling $1,973,735, including accrued but unpaid interest thereon, into a single note, due April 30, 2018.
The note is unsecured and bears interest at a rate of 8% per annum with all principal and accrued interest due and payable
at the close of business on April 30, 2018.

Unsecured
Promissory Note

On
January 25, 2017, the Company entered into an unsecured promissory note with Mr. Davis, pursuant to which the Company is obligated
to pay to Mr. Davis the sum of $238,950, together with all accrued interest thereon, in six monthly installments of $40,983 each,
which includes interest and equates to an imputed interest rate of 9.9% per annum.

As
an additional inducement to Mr. Davis to advance amounts under the note, on January 25, 2017, the Company also issued to Mr. Davis
a warrant to purchase 43,054 shares of the Company’s common stock, subject to adjustments. The warrants issued to Mr. Davis
have an exercise price per share equal to the lower of $5.55 and 80% of the per share price of the Company’s common stock
in the Company’s next underwritten public offering, subject to adjustments, and are exercisable for a five-year period.
The warrants were issued to Mr. Davis in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities
Act of 1933, as amended.

Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The
information provided in Item 1.01 above is incorporated herein by reference.

Additionally,
on January 26, 2017, the Company issued to certain investors in its recent private placement offering, which was ongoing from
October 21, 2016 to January 17, 2017, additional warrants to purchase shares of the Company’s common stock to those investors
that did not receive 100% warrant coverage on their investments. Pursuant to these additional warrant issuances, the Company issued
a total of 106,525 warrants to these investors (“True Up Warrants”). These True Up Warrants have an exercise price
per share equal to the lower of $5.55 and 80% of the per share price of the Company’s common stock in the Company’s
next underwritten public offering, subject to adjustments, and are exercisable for a five-year period. The True Up Warrants were
issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

Item
8.01 Other Events

On
January 24, 2017, the Company and the holder of its notes payable, due October 2016, interest between 8.25% and 12% (as described
in the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 14, 2016),
agreed to a settlement to repay the principal and accrued but unpaid interest due under the note. Pursuant to the settlement,
the Company agreed to pay $80,000 cash and issue to the holder of the note 10,000 restricted shares of the Company’s
common stock, which terms the Company satisfied on January 25, 2017.

2

Item
9.01 Financial Statements and Exhibits.

(d)
Exhibits.

10.1

Amended
and Restated Promissory Note, dated as of January 24, 2017, by and between the Company and James L. Davis

10.2

Amended
and Restated Promissory Note, dated as of January 24, 2017, by and between the Company and Michael J. Hanson

10.3

Promissory
Note, dated January 25, 2017, issued by the Company to James L. Davis

10.4

Warrant
to Purchase Common Stock, dated January 25, 2017, issued by the Company to James L. Davis.

3

SIGNATURES

Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

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